PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by BHI shall be determined by BHI. CLIENT will rely on BHI to work as many hours as may be reasonably necessary to fulfill BHI’s obligations under this Agreement. BHI reserves the right to change the level of service (package) at any time with 30 days notice.

PAYMENT. CLIENT will pay a fee to BHI for the Services based on a quoted rate of $250 per month for quarterly review accounting services and software subscription fees. These rates will be in effect unless notice is given by BHI 30 days in advance of a change.

SETUP FEE. BHI requires an initial payment in the amount of $750.00 before any work commences. This includes the first monthly fee.

NEW PROJECT APPROVAL. BHI and CLIENT recognize that BHI’s Services will include working on various projects for CLIENT. BHI shall obtain the approval of CLIENT prior to the commencement of a new project.

TERMINATION. This Agreement may be terminated by either party upon 30 days written notice to the other party.

RELATIONSHIP OF PARTIES. It is understood by the parties that BHI is an independent contractor with respect to CLIENT, and not an employee of CLIENT. CLIENT will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of BHI.

EMPLOYEES. BHI’s employees, if any, who perform services for CLIENT under this Agreement shall also be bound by the provisions of this Agreement.

Consultant’s Intellectual Property. BHI does not personally hold any interest in any Intellectual Property.

CONFIDENTIALITY. CLIENT recognizes that BHI has and will have the following information:

inventions

machinery

products

prices

apparatus

costs

discounts

future plans

business affairs

process information

trade secrets

technical information

customer lists

copyrights

product design information

and other proprietary information (collectively, “Information”) which are valuable, special and unique assets of CLIENT and need to be protected from improper disclosure. In consideration for the disclosure of the Information, CLIENT agrees that BHI will not at any time or in any manner, either directly or indirectly, use any Information for BHI’s own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of CLIENT. BHI will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.

UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that BHI has disclosed (or has threatened to disclose) Information in violation of this Agreement, CLIENT shall be entitled to an injunction to restrain BHI from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. CLIENT shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

RETURN OF RECORDS. Upon termination of this Agreement, BHI shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in BHI’s possession or under BHI’s control and that are CLIENT’s property or relate to CLIENT’s business.

NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows:

ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.

SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Florida.